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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/08/02 Regal Entertainment Group S-1MEF 5/08/02 7:46K Merrill Corp/FA |
Document/Exhibit Description Pages Size 1: S-1MEF Registration of Additional Securities HTML 31K 2: EX-5.1 Opinion re: Legality HTML 20K 3: EX-23.1 Consent of Experts or Counsel HTML 8K 4: EX-23.2 Consent of Experts or Counsel HTML 10K 5: EX-23.3 Consent of Experts or Counsel HTML 9K 6: EX-23.4 Consent of Experts or Counsel HTML 8K 7: EX-23.5 Consent of Experts or Counsel HTML 8K
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" | Explanatory Note | ||||
" | Certification | ||||
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As filed with the Securities and Exchange Commission on May , 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REGAL ENTERTAINMENT GROUP
(Exact name of Registrant as specified in its charter)
Delaware | 7832 | 02-0556934 |
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
9110 East Nichols Avenue, Suite 200
Centennial, CO 80112
(303) 792-3600
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive office)
Peter B. Brandow
Executive Vice President and General Counsel
9110 East Nichols Avenue, Suite 200
Centennial, CO 80112
(303) 792-3600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Whitney Holmes, Esq. Christopher J. Walsh, Esq. Hogan & Hartson L.L.P. 1200 Seventeenth Street, Suite 1500 Denver, Colorado 80202 (303) 899-7300 |
Nicholas P. Saggese, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue Suite 3400 Los Angeles, California 90071 (213) 687-5000 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý Registration No. 333-84096
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Proposed maximum aggregate offering price(1) | Amount of registration fee | ||
Class A common stock, $0.001 par value per share | $20,700,000 | $1,905 | ||
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (File No. 333-84096) filed by Regal Entertainment Group with the Securities and Exchange Commission (the "Commission") on March 11, 2002, as amended, which was declared effective by the Commission on May 8, 2002, are incorporated by reference herein.
The Registrant hereby certifies to the Commission that: (i) it has instructed its bank to pay to the Commission the filing fee of $1,905 set forth on the cover page of this Registration Statement by wire transfer from their account to the Commission's account at Mellon Bank as soon as practicable, but no later than the close of business on May 9, 2002; (ii) it will not revoke those instructions; (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee; and (iv) it will confirm the receipt of its instructions by its bank during regular business hours on May 9, 2002.
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Centennial, Colorado, on this 8th day of May, 2002.
Regal Entertainment Group |
|||
By: |
/s/ MICHAEL L. CAMPBELL Michael L. Campbell Co-Chief Executive Officer |
||
By: |
/s/ KURT C. HALL Kurt C. Hall Co-Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.
Signature |
Title |
Date |
||
---|---|---|---|---|
/s/ MICHAEL L. CAMPBELL Michael L. Campbell |
Director, Vice Chairman and Co-Chief Executive Officer and Chief Executive Officer of Regal Cinemas Corporation (Co-Principal Executive Officer) | May 8, 2002 | ||
/s/ KURT C. HALL Kurt C. Hall |
Director, Vice Chairman and Co-Chief Executive Officer and President and Chief Executive Officer of Regal CineMedia Corporation (Co-Principal Executive Officer) |
May 8, 2002 |
||
* Amy E. Miles |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
May 8, 2002 |
||
* Philip F. Anschutz |
Director |
May 8, 2002 |
||
* Michael F. Bennett |
Director |
May 8, 2002 |
||
* Stephen A. Kaplan |
Director |
May 8, 2002 |
||
* Craig D. Slater |
Director |
May 8, 2002 |
||
* Alfred C. Eckert III |
Director |
May 8, 2002 |
||
* Robert F. Starzel |
Director |
May 8, 2002 |
||
* Thomas D. Bell, Jr. |
Director |
May 8, 2002 |
*By: |
/s/ MICHAEL L. CAMPBELL |
|||||
Michael L. Campbell ATTORNEY-IN-FACT |
||||||
*By: |
/s/ KURT C. HALL |
|||||
Kurt C. Hall ATTORNEY-IN-FACT |
Exhibit Number |
Description |
|
---|---|---|
5.1 |
Opinion of Hogan & Hartson L.L.P. with respect to legality |
|
23.1 |
Consent of KPMG LLP, Independent Accountants |
|
23.2 |
Consent of KPMG LLP, Independent Accountants |
|
23.3 |
Consent of KPMG LLP, Independent Accountants |
|
23.4 |
Consent Deloitte & Touche LLP, Independent Auditors |
|
23.5 |
Consent of Arthur Andersen LLP, Independent Accountants |
|
23.6 |
Consent of Hogan & Hartson L.L.P. (set forth in Exhibit 5.1) |
|
24 |
Powers of Attorney (included on the signature page of the Registration Statement)* |
This ‘S-1MEF’ Filing | Date | Other Filings | ||
---|---|---|---|---|
5/9/02 | 424B4 | |||
Filed on / Effective on: | 5/8/02 | 3/A, S-1/A | ||
3/11/02 | S-1 | |||
List all Filings |